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SECOND AMENDMENT TO STOCK
PURCHASE AGREEMENT (this "Amendment") dated as of July
22, 1997, made by and between ARV Assisted Living, Inc.,
a California corporation (the "Company"), Lazard Freres
Real Estate Investors L.L.C., a New York limited
liability company or an Affiliate thereof (the
"Advancing Party") and Prometheus Assisted Living LLC, a
Delaware limited liability company and an affiliate of
the Advancing Party ("Buyer"), amending that certain
Stock Purchase Agreement dated as of July 14, 1997, as
amended by the Amendment to Stock Purchase Agreement
dated as of July 20, 1997, made by and between the
parties hereto (as so amended, the "Agreement") (terms
used herein but not defined have the meanings assigned
to such terms in the Agreement).
WHEREAS, the parties hereto have entered into the Agreement and now desire
to modify certain terms thereof.
NOW, THEREFORE, in consideration of the provisions and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, notwithstanding anything to the
contrary in the Agreement and the Transaction Documents, the parties hereto
hereby agree as follows:
1. Section 7.2 of the Agreement is hereby amended to include the following
subsections:
" (d) Title Policies. The Company shall have obtained and
paid for Title Policies relating to each of the following Owned
Properties: Villa Colima, Acacia Villa, Retirement Inn of Xxxx City and
Retirement Inn of Fullerton.
" (e) Promissory Note. The Company shall have obtained a
promissory note in the aggregate amount of at least $13 million executed
in favor of the Company by Prospect Park Residences, LLC, evidencing loans
of approximately $13.266 million made by the Company to Prospect Park
Residences LLC as of July 21, 1997 in connection with the development of
Prospect Park. The amount of the note shall be increased by accrued and
unpaid interest to date and by any additional indebtedness incurred by
Prospect Park Residences, LLC after July 21, 1997. Such notes will bear
interest at 9% per annum, accruing in arrears, and will have a term of the
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earlier of (i) a fixed date to be determined and (ii) the date that
permanent financing for the Prospect Park project is obtained.
" (f) Estoppel Certificates. The Company shall have obtained
estoppel certificates addressing certain issues identified in writing to
the Company by Buyer in form and substance satisfactory to Buyer as
determined by Buyer in its sole discretion from the applicable landlords
under the following leases: NHP leases, Meditrust and Healthcare REIT
leases and HCPI leases."
2. The date "January 31, 1997" in Section 9.3(b)(iii) of the Agreement is
hereby replaced with the date "January 31, 1998".
IN WITNESS WHEREOF, this Amendment has been signed by or on behalf of each
of the parties hereto as of the day first above written.
ARV ASSISTED LIVING, INC.
by: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Chairman and Chief Executive Officer
PROMETHEUS ASSISTED LIVING LLC
by: Lazard Freres Real Estate
Investors L.L.C., its sole
member
by: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
LAZARD FRERES REAL ESTATE
INVESTORS L.L.C.
by: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
